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As filed with the Securities and
Exchange Commission on September 9, 1997 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INVISION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 94-3123544
(State of incorporation) (I.R.S. Employer
Identification No.)
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3420 E. THIRD AVENUE
FOSTER CITY, CALIFORNIA 94404
(650) 578-1930
(Address and telephone number of Principal Executive Offices)
EQUITY INCENTIVE PLAN
(Full title of the plan)
CURTIS P. DISIBIO
SENIOR VICE PRESIDENT
CHIEF FINANCIAL OFFICER
3420 E. THIRD AVENUE
FOSTER CITY, CALIFORNIA 94404
(650) 578-1930
(Name, address, and telephone number of agent for service)
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Copies to:
ROBERT L. JONES, ESQ
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee
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<S> <C> <C> <C> <C>
Common Stock 640,000 shares $14.9375 $9,560,000 $2,897
(par value $.001)
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) of the Securities
Act of 1933, as amended. The price per share and aggregate offering
price are calculated on the basis of the average of the high and low
sales price of Registrant's Common Stock on September 3, 1997 as
reported on the Nasdaq National Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8, FILE NO. 333-08559
The contents of the Registration Statement on Form S-8, File No. 333-08559,
filed with the Securities and Exchange Commission on July 22, 1996 is
incorporated by reference herein, with those changes set forth below.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3 of this
Registration Statement.
99.1* Equity Incentive Plan, as amended.
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* Previously filed with the SEC as an exhibit to the Company's 10-Q on
August 14, 1997.
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SIGNATURES
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THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Foster City, State
of California, on September 4, 1997.
INVISION TECHNOLOGIES, INC.
By: /s/ Sergio Magistri
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Dr. Sergio Magistri
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Sergio Magistri President, Chief Executive September 4, 1997
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Dr. Sergio Magistri Officer and Director (Principal
Executive Officer)
/s/ Curtis P. SiSibio Senior Vice President and Chief September 4, 1997
- ---------------------- Financial Officer (Principal
Curtis P. DiSibio Financial and Accounting Officer)
/s/ Giovanni Lanzara Chairman of the Board September 4, 1997
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Dr. Giovanni Lanzara
/s/ Bruno Trezza Director September 4, 1997
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Dr. Bruno Trezza
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3 of this
Registration Statement.
99.1 Equity Incentive Plan, as amended.
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* Previously filed with the SEC as an exhibit on the Company's 10-Q on
August 14, 1997.
<PAGE>
EXHIBIT 5.1
September 3, 1997
InVision Technologies, Inc.
3420 E. Third Avenue
Foster City, CA 94404
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by InVision Technologies, Inc. (the "Company")
of a Registration Statement on Form S-8 (the "Registration Statement") with
the Securities and Exchange Commission covering the offering of up to
640,000 shares of the Company's Common Stock, $.001 par value, (the
"Shares") pursuant to its Equity Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement
and related Prospectus, your Certificate of Incorporation and By-laws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies thereof, and the due execution and delivery of all documents where due
execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares, when sold and issued in accordance with the Plan,
the Registration Statement and related Prospectus will be validly issued,
fully paid, and nonassessable (except as to shares issued pursuant to any
deferred payment arrangements, which will be fully paid and nonassessable
when the deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Robert L. Jones, Esq.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997 appearing on
page F-1 of the 1996 Annual Report to Stockholders which is incorporated in
the Company's Annual Report on Form 10-K (File No. 0-20815), as amended,
for the year ended December 31, 1996.
Price Waterhouse LLP
San Jose, California
September 9, 1997
